##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-KSB
 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 December 31, 2006
 000-50309
 Clearant, Inc.
 
  Delaware
    
    91-2190195(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 11111 Santa Monica Boulevard, Suite 650
    
    Los Angeles, California 90025(Address of principal executive offices)
    
    (City, State and Zip Code)
 (310) 479-4570
  None
 
  Common stock, $0.0001 par value per share
 
  o
 þ o
 o
 o þ
    DOCUMENTS INCORPORATED BY REFERENCE
  o þ




---



##### 



TABLE OF CONTENTS
 PageForward Looking Statements
    
    4PART I.Item 1.
    
    Description of Business
    
    5Item 2.
    
    Description of Property
    
    29Item 3.
    
    Legal Proceedings
    
    30Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    30PART II.Item 5.
    
    Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
    
    31Item 6.
    
    Management's Discussion and Analysis or Plan of Operation
    
    33Item 7.
    
    Financial Statements
    
    F-1Item 8.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    41Item 8A.
    
    Controls and Procedures
    
    41Item 8B.
    
    Other Information
    
    41PART III.Item 9.
    
    Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
    
    42Item 10.
    
    Executive Compensation
    
    47Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    50Item 12.
    
    Certain Relationships and Related Transactions; Director Independence
    
    52Item 13.
    
    Exhibits
    
    53Item 14.
    
    Principal Accountant Fees and Services
    
    54Exhibit 23.1Exhibit 31.1Exhibit 32.1
   2




---



##### Table of Contents



Forward Looking Statements
   
    
    general economic conditions;
    
    the effectiveness of our planned advertising, marketing and promotional campaigns;
    
    physician and patient acceptance of our products and services, including newly
introduced products;
    
    anticipated trends and conditions in the industry in which we operate, including regulatory changes;
    
    our future capital needs and our ability to obtain financing; and
    
    other risks and uncertainties as may be detailed from time to time in our public
announcements and filings with the SEC.
    3




---



##### Table of Contents



PART I
 
 Item 1. Description of Business
 Business Development
  Business of Issuer
 Clearant Process®
 Clearant Process® Clearant Process® Clearant Process®
 
    
    Inactivate a broad range of known pathogens irrespective of size, origin or structure;
    
    Achieve sterility, in some cases with margins of safety greater than that of a medical device;
    
    Be used in both intermediate and final stages of production;
    
    Protect the mechanical and biological properties of the biological product being treated; and
    
    Be applied to a product after it has been sealed into its final package.
 Clearant Process® Clearant Process® Clearant Process®
 Clearant Process® Clearant Process®
  4




---



##### Table of Contents



Clearant Process® Clearant Process®
 
    
    Plasma protein therapeutics;
    
    Recombinant protein therapeutics;
    
    Medical devices; and
    
    Blood and blood-related products.
  Agreements
 Clearant
Process® Clearant Process® Clearant Process® Clearant Process®
 Number
    
    Name/Description
    
    Type of Contract Application
    
    Clearant Process® Applied1
    
    Community Blood Center
(d/b/a Community Tissue Services)
    
    Sterilization Service
    
    Tissue2
    
    DCI Donor Services, Inc.
    
    License
    
    Tissue3
    
    DCI Donor Services, Inc.
    
    Sterilization Service
    
    Tissue4
    
    LifeTek LLC
    
    License
    
    Tissue5
    
    Osprey Biomedical
    
    Sterilization Service
    
    Tissue6
    
    Recombinant manufacturer
    
    License
    
    Recombinant products7
    
    The Blood & Tissue Center of Central Texas
    
    License
    
    Tissue8
    
    Tissue Banks International
    
    License
    
    Tissue9
    
    Tissue Transplant Technologies
(formerly known as Bone Bank Allograft)
    
    Sterilization Service
    
    Tissue10
    
    Tissuelab SpA
    
    License
    
    Tissue
 Clearant Process ®
 Clearant Process®
  5




---



##### Table of Contents



Clearant Process® Clearant Process®
 Market Opportunity
   
    
    Manufacturers to recover, process, store, label, package and distribute human cells,
tissues and cellular and tissue-based products in such a way that prevents the
introduction, transmission or spread of communicable diseases (including bacteria and
viruses), and
    
    Tissue banks that wish to label their products sterile will need to have a
validated process to demonstrate sterility.
 Clearant Process® Clearant Process®
   6




---



##### Table of Contents



Clearant Process® Clearant Process® Clearant Process®
 The Clearant Solution
 Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process®
 Clearant Process® Clearant Process®
 Devitalized Musculoskeletal Tissue Allograft Implants: The Devitalized Musculoskeletal
Tissue Allograft Implant Market
    7




---



##### Table of Contents



st
 Clearant Process® Clearant
Process®
 Clearant Process® Clearant
Process® Clearant Process®
 Clearant Process® Clearant Process®
  Competition
  Non-Sterile Methods Clearant
Process®
  8




---



##### Table of Contents



Sterile Methods Clearant Process® Clearant Process®
 The Clearant Solution for the Tissue Market
 Clearant Process® Clearant Process® Clearant Process®
  Clearant Process® Clearant Process® Clearant
Process®
 Clearant Process® Clearant Process®
  Commercialization Strategy
 Clearant Process® Clearant Process® Clearant Processed® Clearant Process® Clearant Process®
  9




---



##### Table of Contents




    
    Two direct sales representatives and two indirect sales groups which have
approximately 14-20 sales representatives;
    
    Ten signed agreements with tissue banks, seven of which are active; and
    
    The twelve-month initial results of our clinical study are favorable, and the
occurrence of complications, stability and strength in the anterior cruciate ligament
reconstructions using tissue treated with the Clearant Process®are comparable to the
patients non-operated contralateral knees.
 Other Potential Commercialization Markets: The Plasma Protein Therapeutics Market
  Clearant Process®
 Clearant Process®
  Other Potential Commercialization Markets: The Recombinant Products Market
  Clearant Process®
  10




---



##### Table of Contents



Clearant Process®
  Competition
     11




---



##### Table of Contents



Other Potential Commercialization Markets: The Clearant Solution for Protein Therapeutic Products
 Clearant Process® Clearant Process®
    Other Potential Commercialization Markets: The Medical Device Market
 Clearant Process® Clearant Process®
  Regulatory Strategy
 Clearant Process® Clearant Process® Clearant Process®
  12




---



##### Table of Contents



Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process®
  Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process®
  Intellectual Property
  ®
   13




---



##### Table of Contents



Clearant Process®
 Financial Information about Segments
 Clearant Process®
 Employees
  Executive Officers
  Code of Ethics
  Reports to Security Holders
   http://www.sec.gov
  14




---



##### Table of Contents



Risk Factors
  Risks Related to Our Business
 Our limited operating history may make it difficult to evaluate and forecast our business to
date, revenue potential, and project our future viability.
 Clearant Process® Clearant Process®
 We have a history of and expect to continue to generate substantial losses, may not become
profitable and will need to expand our licensing of the Clearant Process® and Sterilization
Services to generate significant revenues.
  Clearant Process® Clearant Process®
 Clearant Process®
  15




---



##### Table of Contents



The Clearant Process® is at an early stage of commercial development and, if we are not able
to clinically validate claims of our effectiveness in our target markets and obtain widespread
commercial acceptance of the Clearant Process® in our target markets, we may not be able to grow or
attain profitability.
  
    
    Continue to successfully demonstrate the efficacy of the Clearant Process®in tissue;
    
    Successfully demonstrate the efficacy of the Clearant Process®in sterilizing other
biological products, including plasma protein, recombinant proteins and medical devices;
    
    Enter into additional license, sterilization service and processor representative
agreements with manufacturers and providers of biological products;
    
    Develop and protect our intellectual property rights;
    
    Complete product-specific development of the Clearant Process®for our target markets; and
    
    Obtain (or have the users of the Clearant Process®obtain) required product regulatory
approvals.
 Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Material Cash Flow Constraints.
  Independent Sales Representatives and distributors.
   16




---



##### Table of Contents



Achieving market acceptance for the Clearant Process® will depend on our ability to
demonstrate the efficacy of the Clearant Process® in our target markets, as well as how the Food
and Drug Administration applies the Good Tissue Practice guidelines issued on November 18, 2004
which became effective on May 25, 2005 and the Task Force on Human Tissue Safety on August 30,
2006.
 Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process® Clearant Process®
 Our success will depend on our ability to retain our managerial personnel and to attract
additional personnel.
  Clearant Process®
    17




---



##### Table of Contents



We need to develop our financial and reporting processes, procedures and controls to support
our anticipated growth.
   The Clearant Process® has been commercialized only in the tissue market and our future success
depends on its ability to successfully commercialize the Clearant Process® for use in our other,
larger target markets.
 Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process®
 Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process® Clearant Process® Clearant Process®
  18




---



##### Table of Contents



The success of our business will depend on our ability to develop new uses of the Clearant
Process ® that can be applied cost-effectively on a commercial scale, which may in some cases
require potentially costly and time-consuming modification of the Clearant Process® .
 Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process®
  Clearant Process®
 Clearant
Process® Clearant Process® Clearant Process® Clearant Process®
 The success of our business will depend on our ability to develop and protect our intellectual
property rights, which could be expensive, as well as our ability to conduct our business without
infringing the intellectual property rights of others.
 Clearant Process® Clearant Process®
 Clearant Process®
  19




---



##### Table of Contents



Clearant
Process® Clearant Process®
   We may be subject to products liability with respect to products which are treated with the Clearant Process® under license, processor representative or sterilization service agreements and
which cause harm to others or damage to products, including related and costly litigation or other
proceedings, and our products liability insurance may not provide adequate coverage and may not be
available in the future.
 Clearant
Process® Clearant Process®
 Clearant
Process® Clearant Process® Clearant Process®
  20




---



##### Table of Contents



Clearant Process®
 We face environmental and other liabilities related to certain hazardous materials used in our
operations.
  If our sterilization technology is not accepted by manufacturers of biological products in our
target markets and the health care community at large, our business will suffer and we will not be
able to successfully implement our business plan.
 Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process®
 We face competition from a number of companies, which may have greater resources or better
technologies than we do, and rapid changes in technology in the sterilization industry could result
in the failure of the Clearant Process® to be accepted in the marketplace or to capture market
share.
  21




---



##### Table of Contents



Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process® Clearant Process®
 Clearant
Process®
 Clearant Process® Clearant Process®
 Under our new processor representative arrangement, uncertainties regarding future health care
reimbursement exist and may affect the amount and timing of revenues.
 Clearant Process®
 Clearant Process®
  22




---



##### Table of Contents



Risks Related To Our Industry
 Our ability to commercialize our technology in our target markets will depend on the rates
charged by operators of commercial gamma irradiation facilities at which the Clearant Process® will
be applied.
 Clearant Process®
 Products which could utilize the Clearant Process® are in general subject to extensive
regulation by domestic and foreign government agencies, which could result in significant delays in
approval, or rejection, of the Clearant Process® for use in connection with a particular product or
significant additional costs to the manufacturers of such products, which would hinder the
widespread adoption of the Clearant Process® .
 Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process®
 Clearant Process® Clearant Process® Clearant Process® Clearant
Process®
  23




---



##### Table of Contents



Clearant Process® Clearant Process®
 Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process® Clearant
Process® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process®
 The success of our business depends on the results of clinical trials performed by third
parties incorporating the Clearant Process® into their products and no such clinical trials have
been completed to date.
 Clearant Process® Clearant Process® ®
  24




---



##### Table of Contents



Clearant
Process®
 Clearant Process® Clearant Process® Clearant Process®
 Because our business model is based significantly on the receipt of royalties or service
payments from users of the Clearant Process® , our success is ultimately dependent on the ability of
our customers to successfully market their products which have been treated by the Clearant
Process® , which is dependent on events and developments in their businesses which are beyond our
control.
 Clearant Process® Clearant Process® Clearant Process ® Clearant Process® Clearant Process® Clearant Process®
 Clearant Process® Clearant Process®
 Clearant Process® Clearant Process® Clearant Process®
  25




---



##### Table of Contents



Clearant Process®
 Potential users of the Clearant Process® may depend on third party payers for reimbursement
for the use of their products by the end consumer, which may not be willing to reimburse the users
at levels sufficient to permit us to generate significant payments.
 Clearant Process® Clearant
Process® Clearant Process®
 Outside influences on healthcare regulation may negatively impact our revenues or increase our
expenses.
  Because the markets for our technology are dominated by a small number of participants, if we
fail to properly market, price or license the Clearant Process® to even a small number of the large
potential customers in our markets, our business could be substantially harmed.
   Guidelines and recommendations published by various organizations could reduce the use of
products made with the Clearant Process® .
 Clearant Process® Clearant
Process®
  26




---



##### Table of Contents



If we acquire any companies or technologies in the future, they could prove difficult to
integrate, disrupt our business, dilute stockholder value and adversely affect our operating
results.
  
    
    difficulties in integrating operations, technologies, services and personnel;
    
    diversion of financial and managerial resources from existing operations;
    
    risk of entering new markets;
    
    potential write-offs of acquired assets or investments;
    
    potential loss of key employees;
    
    inability to generate sufficient revenue to offset acquisition or investment costs; and
    
    delays in customer purchases due to uncertainty.
  Risks Related to Our Common Stock
 Our audit opinion could adversely affect our stock price.
  Our stock price may be subject to substantial volatility, and you may lose all or a
substantial part of your investment.
  The sale of shares by our stockholders may significantly impact the market price of our common
stock.
   27




---



##### Table of Contents



We will need additional financing to fund our business.
  Certain investors in our most recent round of financing have alleged misrepresentation in
connection with the financing and may seek money damages.
  We have never paid cash dividends and do not intend to do so.
  We may incur increased costs as a result of recently enacted and proposed changes in laws and
regulations relating to corporate governance matters.
   28




---



##### Table of Contents



Our corporate compliance program cannot guarantee that we are in compliance with all
potentially applicable federal and state regulations.
 Clearant Process ® Clearant Process ®
 Our common stock may be considered a penny stock and may be difficult to sell when desired.
  The possible issuance of additional shares may impact the price of our stock.
   29




---



##### Table of Contents



Item 2: Description of Property
   Investment Policies
   
 Item 3: Legal Proceedings
    
 Item 4: Submission of Matters to a Vote of Security Holders
   30




---



##### Table of Contents



PART II
 
 Item 5: Market for Common Equity and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities
 Market Information
  High
    
    
    LowFiscal year ended December 31, 20051First quarter2
    
    $
    5.50
    
    
    $
    2.00Second quarter
    
    
    4.35
    
    
    
    3.00Third quarter
    
    
    4.79
    
    
    
    2.16Fourth quarter
    
    
    4.49
    
    
    
    2.35Fiscal year ended December 31, 20061First quarter
    
    $
    2.39
    
    
    $
    1.36Second quarter
    
    
    1.31
    
    
    
    0.48Third quarter
    
    
    0.53
    
    
    
    0.34Fourth quarter
    
    
    0.42
    
    
    
    0.27
 
 1
    
    Over-the-counter market quotations may reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not necessarily represent actual transactions.2
    
    Clearant, Inc., merged with the Clearant on March 31, 2005. Holders
  Dividends
  Recent Sales of Unregistered Securities
   31




---



##### Table of Contents



Securities Authorized For Issuance Under Equity Compensation Plans
  Equity Compensation Plan Information
 Number of securitiesremaining availablefor future issuanceunder equityNumber of securities
    
    
    
    
    
    
    compensation plansto be issued upon
    
    
    Weighted-average
    
    
    (excludingexercise of
    
    
    exercise price of
    
    
    securitiesoutstanding options,
    
    
    outstanding options,
    
    
    reflected in columnPlan Category
    
    warrants and rights1
    
    
    warrants and rights
    
    
    (a))2(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    9,511,958
    
    
    $
    3.35
    
    
    
    2,488,652Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    $
    0.00
    
    
    
    0Total
    
    
    9,511,958
    
    
    $
    3.35
    
    
    
    2,488,652
 
 1
    
    These options were issued under the 2000 and 2005 Stock Award Plans.2
    
    Of this amount no shares were available for issuance under the 2000 Stock Award Plan
and 2,488,652 shares were available for issuance under the 2005 Stock Award Plan.  32




---



##### Table of Contents



Item 6: Managements Discussion and Analysis or Plan of Operation
 Plan of Operation for the Next Twelve Months
 Liquidity and Capital Resources
    Research and Development
  Expected Purchases or Sales
  Employees
  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations for the years ended December 31, 2006 and 2005
  Revenues
 Clearant Process®
  33




---



##### Table of Contents



Clearant Process® Clearant Process®. Clearant Process® Clearant Process ®  Clearant
Process ®
  Clearant Process®
 Cost of Sales
  Sales, General and Administrative Expenses
    Clearant Process®
  34




---



##### Table of Contents



Research and Development Expenses
 Clearant Process® st
  Other Income/Expense
  Preferred Stock Dividend and Financing Costs
  Liquidity and Capital Resources
   35




---



##### Table of Contents



36




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  Less
    
    
    
    
    
    
    
    
    
    
    Morethan 1
    
    
    1 - 3
    
    
    3 - 5
    
    
    than 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsLease obligations
    
    $
    67
    
    
    $
    44
    
    
    $
    23
    
    
    
    
    
    
    
    Bridge loan
    
    $
    106
    
    
    $
    106
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations
    
    $
    9,500
    
    
    $
    4,950
    
    
    $
    4,550
    
    
    
    
    
    
    
    Total
    
    $
    9,673
    
    
    $
    5,100
    
    
    $
    4,573
    
    
    
    
    
    
    
    
 Clearant
Process ® Clearant Process ®
  Off-Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
   37




---



##### Table of Contents



Revenue Recognition and Deferred Revenue
 Clearant Process® Clearant Process® Clearant Process®
 Cost of Revenues
 Clearant Process®
 Inventories and Inventory Related Prepayments
 Clearant
Process®
  Identifiable Intangibles
  Research and Development Costs
   38




---



##### Table of Contents



Income Taxes
  Stock-Based Compensation
   Fair Value of Financial Instruments
  Legal Proceedings
  Recent Accounting Pronouncements
    39




---



##### Table of Contents



40




---



##### Table of Contents



Item 7: Financial Statements
 CONTENTS
 PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    F-2FINANCIAL STATEMENTSBALANCE SHEET
    
    F-3STATEMENTS OF OPERATIONS
    
    F-4STATEMENTS OF STOCKHOLDERS EQUITY
    
    F-5STATEMENTS OF CASH FLOWS
    
    F-6NOTES TO FINANCIAL STATEMENTS
    
    F-7
  F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
  F-2




---



##### Table of Contents



CLEARANT, INC.
BALANCE SHEET
(in thousands, except par value amounts)
 December 31,2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    563Accounts receivable, net of allowances of $20
    
    
    274Inventory, net of $405 of inventory allowance
    
    
    278Inventory related prepayments, net of $406 of inventory allowance
    
    
    107Prepaids and other assets
    
    
    137Total current assets
    
    
    1,359Property and equipment, net of $1,076 of accumulated depreciation
    
    
    290Identifiable intangibles, net of $871 of accumulated amortization
    
    
    1,279Deposits and other assets
    
    
    93Total assets
    
    $
    3,021Liabilities, Redeemable Preferred Stock and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    1,653Accrued liabilities
    
    
    607Bridge loans, net
    
    
    106Deferred revenue
    
    
    67Total current liabilities
    
    
    2,433Deferred revenue  noncurrent
    
    
    4Total liabilities
    
    
    2,437Series A Redeemable Preferred Stock:Series A Redeemable Convertible preferred stock (50,000 shares
authorized; 0 issued and outstanding)
    
    
    Stockholders equity (deficit):Common stock ($0.0001 par value; 200,000 shares authorized; 40,178
issued and outstanding)
    
    
    4Additional paid-in capital
    
    
    82,949Accumulated deficit
    
    
    (82,369
    )Total stockholders equity
    
    
    584Total liabilities, redeemable preferred stock and stockholders equity
    
    $
    3,021
 See accompanying notes to financial statements.
  F-3




---



##### Table of Contents



CLEARANT, INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 Fiscal Year Ended December 31,2006
    
    
    2005Revenues:Licensing
    
    $
    327
    
    
    $
    215Direct distribution
    
    
    232
    
    
    
    Fee for service
    
    
    90
    
    
    
    Contract research and milestones
    
    
    94
    
    
    
    231Grants
    
    
    27
    
    
    
    95Total revenues
    
    
    770
    
    
    
    541Cost of sales
    
    
    1,209
    
    
    
    17Gross profit (Loss)
    
    
    (439
    )
    
    
    524Operating expenses:Sales, general and administrative
    
    
    8,707
    
    
    
    9,563Research and development
    
    
    926
    
    
    
    2,050Total operating expenses
    
    
    9,633
    
    
    
    11,643Loss from operations
    
    
    (10,072
    )
    
    
    (11,119
    )Other income (expense):Interest income (expense), net
    
    
    192
    
    
    
    (1,802
    )Gain on extinguishment of debt and other
    
    
    82
    
    
    
    1,331Loss before provision (benefit) for income taxes
    
    
    (9,798
    )
    
    
    (11,590
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    Net loss
    
    
    (9,798
    )
    
    
    (11,590
    )Add: Preferred stock dividend and financing costs
    
    
    
    
    
    
    (2,161
    )Net loss attributable to common stock
    
    $
    (9,798
    )
    
    $
    (13,751
    )Net loss per share:Basic and diluted
    
    $
    (0.25
    )
    
    $
    (0.47
    )Number of shares used in weighted average per
share calculation:Basic and diluted
    
    
    39,883
    
    
    
    29,498
 See accompanying notes to financial statements.
  F-4




---



##### Table of Contents



CLEARANT, INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(in thousands, except par value amounts)
 Stock-Series B
    
    
    Series C
    
    
    Common Stock,
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    holders'Preferred Stock
    
    
    Preferred Stock
    
    
    $0.0001 par value
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    EquityShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    (Deficit)Balance, December 31, 2004
    
    
    6,630
    
    
    $
    16,386
    
    
    
    37
    
    
    $
    86
    
    
    
    7,372
    
    
    $
    1
    
    
    $
    17,398
    
    
    $
    (58,820
    )
    
    $
    (46
    )
    
    $
    (24,995
    )Issuance of warrants to
January 2005 Bridge Holders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    93Settlement of debt for
common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    
    
    
    
    64Exchange of warrants for
common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    
    
    
    
    158
    
    
    
    
    
    
    
    
    
    
    
    158Beneficial return to
preferred shareholders from
allocation of shares from
common to preferred
stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,100
    
    
    
    
    
    
    
    
    
    
    
    2,100Conversion of preferred
stock into common stock
    
    
    (6,630
    )
    
    
    (16,386
    )
    
    
    (37
    )
    
    
    (86
    )
    
    
    11,542
    
    
    
    1
    
    
    
    30,566
    
    
    
    
    
    
    
    
    
    
    
    14,095Exchange of bridge loan
warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,349
    )
    
    
    
    
    
    
    
    
    
    
    (1,349
    )Conversion of Series A
Preferred dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,141
    
    
    
    
    
    
    
    3,794
    
    
    
    
    
    
    
    
    
    
    
    3,794Conversion of Series C
Preferred dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Conversion of 2004 bridge
loans into common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,834
    
    
    
    1
    
    
    
    6,724
    
    
    
    
    
    
    
    
    
    
    
    6,725Bliss Essential, Corp.
shares issued in connection
with the merger transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,136
    
    
    
    1
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    17Issuance of common stock in
conjunction with Private
Placement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,910
    
    
    
    
    
    
    
    8,413
    
    
    
    
    
    
    
    
    
    
    
    8,413Conversion of Publico
Bridge Loans into common
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    783
    
    
    
    
    
    
    
    2,373
    
    
    
    
    
    
    
    
    
    
    
    2,373Exercise of common stock
options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    
    
    
    
    52Issuance of common stock to
consultants for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    278
    
    
    
    
    
    
    
    
    
    
    
    278Compensation expenses
incurred in connection with
issuance of options and
warrants to non-employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    458
    
    
    
    
    
    
    
    
    
    
    
    458Secondary placement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,774
    
    
    
    
    
    
    
    11,036
    
    
    
    
    
    
    
    
    
    
    
    11,036Comprehensive loss:Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,590
    )
    
    
    
    
    
    
    (11,590
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    (13
    )Cumulative translation loss
attributable to the
dissolution of foreign
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59
    
    
    
    59Total Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,590
    )
    
    
    46
    
    
    
    (11,544
    )Preferred stock dividend
and financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,161
    )
    
    
    
    
    
    
    (2,161
    )Balance at December 31, 2005
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    39,759
    
    
    $
    4
    
    
    $
    82,179
    
    
    $
    (72,571
    )
    
    $
    
    
    
    $
    9,612Exercise of common stock
options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    26Issuance of common stock to
consultants for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    375
    
    
    
    
    
    
    
    254
    
    
    
    
    
    
    
    
    
    
    
    254Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490
    
    
    
    
    
    
    
    
    
    
    
    490Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,798
    )
    
    
    
    
    
    
    (9,798
    )Balance at December 31, 2006
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    40,178
    
    
    $
    4
    
    
    $
    82,949
    
    
    $
    (82,369
    )
    
    $
    
    
    
    $
    584
 See accompanying notes to financial statements.
  F-5




---



##### Table of Contents



CLEARANT, INC.
STATEMENTS OF CASH FLOWS
(in thousands)
 Year Ended December 31,2006
    
    
    2005Operating activitiesNet loss
    
    $
    (9,798
    )
    
    $
    (11,590
    )Adjustments to reconcile net loss to net cash used in operating activities:Provision for inventory and inventory related prepayments write down
    
    
    811
    
    
    
    Provision for accounts receivable allowance
    
    
    
    
    
    
    20Depreciation and amortization
    
    
    532
    
    
    
    470Stock-based compensation
    
    
    490
    
    
    
    Issuance of common stock to consultants for services rendered
    
    
    154
    
    
    
    626Non-cash interest expense associated with convertible debt financings
    
    
    
    
    
    
    1,795Gain on extinguishment of debt and other
    
    
    (82
    )
    
    
    (1,331
    )Warrants exchanged for common stock
    
    
    
    
    
    
    158Cumulative translation loss attributable to the dissolution of foreign
subsidiaries
    
    
    
    
    
    
    59Changes in operating assets and liabilities:Accounts receivable
    
    
    (66
    )
    
    
    (101
    )Inventory
    
    
    (683
    )
    
    
    Inventory related prepayments
    
    
    (513
    )
    
    
    Prepaids
    
    
    127
    
    
    
    223Accounts payable
    
    
    616
    
    
    
    (555
    )Accrued liabilities
    
    
    (1,038
    )
    
    
    (1,360
    )Deferred revenue
    
    
    (37
    )
    
    
    (161
    )Other assets and liabilities
    
    
    234
    
    
    
    (82
    )Net cash used in operating activities
    
    
    (9,253
    )
    
    
    (11,829
    )Investing activitiesCost of identified intangibles
    
    
    (203
    )
    
    
    (129
    )Capital expenditures
    
    
    (134
    )
    
    
    (132
    )Proceeds from sales of fixed assets, net
    
    
    
    
    
    
    25Net cash used in investing activities
    
    
    (337
    )
    
    
    (236
    )Financing activitiesIssuance of common stock, net of costs
    
    
    
    
    
    
    19,554Issuance of convertible notes payable, net of costs
    
    
    
    
    
    
    2,811Exercise of common stock options
    
    
    26
    
    
    
    50Payments on bridge loans
    
    
    
    
    
    
    (366
    )Principal payments on capital lease obligations
    
    
    (14
    )
    
    
    (7
    )Net cash provided by financing activities
    
    
    12
    
    
    
    22,042Effect of translation adjustments on cash and cash equivalents
    
    
    
    
    
    
    (13
    )Change in cash and cash equivalents
    
    
    (9,578
    )
    
    
    9,964Cash and cash equivalents, beginning of period
    
    
    10,141
    
    
    
    177Cash and cash equivalents, end of period
    
    $
    563
    
    
    $
    10,141Supplemental Disclosure of Cash Flow Information:During the year ended December 31, 2006, the Company paid accounts payable
of $124 with 275,987 shares of common stock
    
    $
    124
    
    
    $
    Cash paid for interest
    
    $
    2
    
    
    $
    9Cash paid for taxes
    
    $
    1
    
    
    $
    1Accumulated preferred stock dividend and amortization of financing costs
    
    $
    
    
    
    $
    2,161
  F-6




---



##### Table of Contents



CLEARANT, INC.
STATEMENTS OF CASH FLOWS
(in thousands)
 Supplemental Disclosure of Cash Flow Information:Conversion of Series A Preferred Stock into common stock
    
    $
    
    
    
    $
    17,883Conversion of Series B Preferred Stock into common stock
    
    $
    
    
    
    $
    16,386Conversion of Series C Preferred Stock into common stock
    
    $
    
    
    
    $
    188Conversion of Publico bridge loan into common stock
    
    $
    
    
    
    $
    2,373Issuance of warrants to 2005 bridge loan holders
    
    $
    
    
    
    $
    103Exchange of all warrants issued and outstanding in conjunction
with the 2005 and 2004 bridge loan financings into common stock
    
    $
    
    
    
    $
    1,350Issuance of common stock to consultants for services
    
    $
    
    
    
    $
    278Property and equipment financed through capital lease obligations
    
    $
    
    
    
    $
    42
 See accompanying notes to financial statements.
  F-7




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
 NOTE 1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process® Clearant Process ® Clearant Process ®
       F-8




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
 NOTE 2  GOING CONCERN
  NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Revenue Recognition and Deferred Revenue
 Clearant Process® Clearant Process® Clearant Process®
 Grants
 Clearant Process ®
  F-9




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
 Cost of Revenues
 Clearant Process®
 Extinguishment of Debt
  Use of Estimates
  Cash Equivalents and Concentration of Credit Risk
  Inventories and Inventory Related Prepayments
 Clearant
Process®
  Property and Equipment
  Identifiable Intangibles
   F-10




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
  Research and Development Costs
  Other Comprehensive Loss
  Income Taxes
    Stock-Based Compensation
    F-11




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
  Expected volatility
    
    
    79.6%-93.0
    %Risk-free interest rate
    
    
    4.46%-5.18
    %Expected life in years
    
    
    5.17-10Expected dividend yield
    
    
    0
    %
  Year ended December 31,2005Net loss as reported
    
    $
    (13,751
    )Less: Stock-based expense determined under fair value based method
    
    
    (682
    )Pro forma net loss
    
    $
    (14,433
    )Net loss per share
As reported  basic and diluted
    
    $
    (0.47
    )Pro forma  basic and diluted
    
    $
    (0.49
    )
     F-12




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
   Fair Value of Financial Instruments
  New Accounting Pronouncements
     F-13




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
     NOTE 4  NET LOSS PER SHARE
   F-14




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
  For the Year Ended December 31,2006
    
    
    2005Stock Options
    
    
    4,000,000
    
    
    
    2,776,000Warrants
    
    
    5,512,000
    
    
    
    5,179,000
  For the year ended December 31,2006
    
    
    2005Basic and diluted net loss per share:Numerator:Net loss attributable to common stock
    
    $
    (9,798
    )
    
    $
    (13,751
    )Denominator:Weighted average common stock shares outstanding
    
    
    39,883
    
    
    
    29,498Net loss per share, basic and diluted
    
    $
    (0.25
    )
    
    $
    (0.47
    )
 NOTE 5  INVENTORY AND INVENTORY RELATED PREPAYMENTS
  December 31,2006Tissue in process, net
    
    $
    107Implantable donor tissue, net
    
    
    254Radio protectant solution
    
    
    24$
    385
  NOTE 6  PROPERTY AND EQUIPMENT
  2006Equipment
    
    $
    764Computer equipment and software
    
    
    524Furniture and fixtures
    
    
    68Leasehold improvements
    
    
    101,366Less accumulated depreciation
    
    
    (1,076
    )$
    290
  F-15




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
  NOTE 7  IDENTIFIABLE INTANGIBLES
  2006Trademarks
    
    $
    37Patents
    
    
    2,1132,150Less accumulated amortization
    
    
    (871
    )$
    1,279
   NOTE 8  RESTRICTED CASH
  NOTE 9  INCOME TAXES
   2006
    
    
    2005Deferred tax assets:Net operating loss carryforwards
    
    $
    26,716
    
    
    $
    23,178Purchase in-process research and development
    
    
    496
    
    
    
    549Research and development credits
    
    
    1,379
    
    
    
    1,338Depreciation, accrued expenses and other
    
    
    471
    
    
    
    462Net deferred tax assets
    
    
    29,062
    
    
    
    25,527Less valuation allowance
    
    
    (29,062
    )
    
    
    (25,527
    )$
    
    
    
    $
    
  F-16




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
    2006
    
    
    2005Federal statutory rate
    
    
    (34
    %)
    
    
    (34
    %)State taxes
    
    
    (5
    %)
    
    
    (5
    %)Tax credits & other
    
    
    3
    %
    
    
    (1
    %)Foreign loss with no benefit
    
    
    0
    %
    
    
    7
    %Valuation allowance
    
    
    36
    %
    
    
    33
    %
   NOTE 10  REVERSE MERGER TRANSACTION
    F-17




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
 NOTE 11  CAPITALIZATION
 Common Stock Transactions and Non-cash Financing Activities
    Lock-up Period
  Series A Redeemable Preferred Stock
   NOTE 12  STOCK OPTIONS
    F-18




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
  Employees
    
    
    Non-Employees
    
    
    TotalExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at
December 31, 2004
    
    
    5,253,000
    
    
    $
    0.60-$7.94
    
    
    
    319,000
    
    
    $
    0.60-$7.22
    
    
    
    5,572,000
    
    
    $
    0.60-$7.94Granted
    
    
    1,254,000
    
    
    $
    3.86-$4.51
    
    
    
    120,000
    
    
    $
    4.12
    
    
    
    1,374,000
    
    
    $
    3.86-$4.51Exercised
    
    
    (86,000
    )
    
    $
    0.60
    
    
    
    
    
    
    $
    
    
    
    
    (86,000
    )
    
    $
    0.60Change in status
    
    
    (226,000
    )
    
    $
    0.60-$2.30
    
    
    
    226,000
    
    
    $
    0.60-$2.30
    
    
    
    
    
    
    
    Canceled
    
    
    (3,799,000
    )
    
    $
    0.60-$7.94
    
    
    
    (285,000
    )
    
    $
    0.60-$7.22
    
    
    
    (4,084,000
    )
    
    $
    0.60-$7.94Outstanding at
December 31, 2005
    
    
    2,396,000
    
    
    $
    0.60-$7.94
    
    
    
    380,000
    
    
    $
    0.60-$7.22
    
    
    
    2,776,000
    
    
    $
    0.60-$7.94Granted
    
    
    1,671,000
    
    
    $
    0.44-$1.64
    
    
    
    45,000
    
    
    $
    0.35-$0.48
    
    
    
    1,716,000
    
    
    $
    0.35-$1.64Exercised
    
    
    (3,000
    )
    
    $
    0.60
    
    
    
    (41,000
    )
    
    $
    0.60
    
    
    
    (44,000
    )
    
    $
    0.60Change in status
    
    
    (263,000
    )
    
    $
    0.60-$3.17
    
    
    
    263,000
    
    
    $
    0.60-$3.17
    
    
    
    
    
    
    $
    0.60-$3.17Canceled
    
    
    (396,000
    )
    
    $
    0.60-$4.51
    
    
    
    (52,000
    )
    
    $
    2.30-$4.12
    
    
    
    (448,000
    )
    
    $
    0.60-$4.51Outstanding at
December 31, 2006
    
    
    3,405,000
    
    
    $
    0.44-$7.94
    
    
    
    595,000
    
    
    $
    0.35-$7.22
    
    
    
    4,000,000
    
    
    $
    0.35-$7.94
  WeightedWeighted
    
    
    AverageNumber
    
    
    Average
    
    
    RemainingOf
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Life (Years)
    
    
    ValueAs of December 31, 2005:Employees  Outstanding
    
    
    2,396,000
    
    
    $
    2.83
    
    
    
    7.17
    
    
    $
    692,000Employees  Expected to Vest
    
    
    2,376,000
    
    
    $
    2.82
    
    
    
    7.16
    
    
    $
    692,000Employees  Exercisable
    
    
    1,563,000
    
    
    $
    2.25
    
    
    
    6.03
    
    
    $
    692,000Non-Employees  Outstanding
    
    
    380,000
    
    
    $
    2.04
    
    
    
    5.78
    
    
    $
    287,000Non-Employees  Expected to Vest
    
    
    380,000
    
    
    $
    2.04
    
    
    
    5.78
    
    
    $
    287,000Non-Employees  Exercisable
    
    
    380,000
    
    
    $
    2.04
    
    
    
    5.78
    
    
    $
    287,000As of December 31, 2006:Employees  Outstanding
    
    
    3,405,000
    
    
    $
    1.89
    
    
    
    8.01
    
    
    $
    Employees  Expected to Vest
    
    
    2,126,000
    
    
    $
    2.00
    
    
    
    7.47
    
    
    $
    Employees  Exercisable
    
    
    1,449,000
    
    
    $
    2.40
    
    
    
    6.45
    
    
    $
    Non-Employees  Options Outstanding
    
    
    595,000
    
    
    $
    2.19
    
    
    
    4.49
    
    
    $
    Non-Employees  Expected to Vest
    
    
    595,000
    
    
    $
    2.19
    
    
    
    4.49
    
    
    $
    Non-Employees  Options Exercisable
    
    
    570,000
    
    
    $
    2.27
    
    
    
    4.28
    
    
    $
    
  F-19




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
     NOTE 13  WARRANTS
      Warrants OutstandingNumber
    
    Exercise
    
    Weighted Average of Remainingof Shares
    
    Price
    
    Contractual Life (Years)3,316,645
    
    $4.00
    
    0.252,194,918
    
    $4.96
    
    3.46
  F-20




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
  Risk-free interest rate
    
    
    3.0%-5.5
    %Expected life in years
    
    
    2-5Dividend yield
    
    
    0
    %Expected volatility
    
    70% to 80%
  NOTE 14  COMMITMENTS AND CONTINGENCIES
 Leases
  2007
    
    $
    442008
    
    
    212009
    
    
    12010 and thereafter
    
    
    1Net minimum lease payments
    
    $
    67
   Litigation
  Supply and Distribution Agreements
 Clearant
Process ®
  F-21




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
 ®
 NOTE 15  401K PLAN
  NOTE 16  FACILITY CLOSING CHARGES
  NOTE 17  SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
  Quarter endedMar. 31,
    
    
    Jun. 30,
    
    
    Sept. 30,
    
    
    Dec. 31,2006Total revenues
    
    $
    190
    
    
    $
    106
    
    
    $
    191
    
    
    $
    283Gross profit (loss)
    
    
    136
    
    
    
    48
    
    
    
    78
    
    
    
    (701
    )Total operating expenses
    
    
    2,802
    
    
    
    2,455
    
    
    
    2,733
    
    
    
    1,643Loss from operations
    
    
    (2,666
    )
    
    
    (2,407
    )
    
    
    (2,655
    )
    
    
    (2,344
    )Other expense, net
    
    
    153
    
    
    
    64
    
    
    
    41
    
    
    
    16Net loss
    
    
    (2,513
    )
    
    
    (2,343
    )
    
    
    (2,614
    )
    
    
    (2,328
    )Preferred stock dividend and financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss attributable to common stock
    
    $
    (2,513
    )
    
    $
    (2,343
    )
    
    $
    (2,614
    )
    
    $
    (2,328
    )Net loss per share  Basic and diluted
    
    $
    (0.06
    )
    
    $
    (0.06
    )
    
    $
    (0.07
    )
    
    $
    (0.06
    )Number of shares  Basic and diluted
    
    
    39,764
    
    
    
    39,849
    
    
    
    39,912
    
    
    
    40,0042005Total revenues
    
    $
    107
    
    
    $
    191
    
    
    $
    154
    
    
    $
    89Gross margin
    
    
    103
    
    
    
    186
    
    
    
    150
    
    
    
    85Total operating expenses
    
    
    2,746
    
    
    
    2,513
    
    
    
    2,810
    
    
    
    3,574Loss from operations
    
    
    (2,643
    )
    
    
    (2,327
    )
    
    
    (2,660
    )
    
    
    (3,489
    )Other expense, net
    
    
    (457
    )
    
    
    
    
    
    
    
    
    
    
    (14
    )Net loss
    
    
    (3,100
    )
    
    
    (2,327
    )
    
    
    (2,660
    )
    
    
    (3,503
    )Preferred stock dividend and financing costs
    
    
    (2,161
    )
    
    
    
    
    
    
    
    
    
    
    Net loss attributable to common stock
    
    $
    (5,261
    )
    
    $
    (2,327
    )
    
    $
    (2,660
    )
    
    $
    (3,503
    )Net loss per share  Basic and diluted
    
    $
    (0.71
    )
    
    $
    (0.06
    )
    
    $
    (0.07
    )
    
    $
    (0.09
    )Number of shares  Basic and diluted
    
    
    7,370
    
    
    
    35,860
    
    
    
    35,923
    
    
    
    38,102
  F-22




---



##### Table of Contents



CLEARANT, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
 NOTE 18  SUBSEQUENT EVENTS
    ®
  F-23




---



##### Table of Contents



Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 8A. Controls and Procedures
 Disclosure Controls and Procedures
   Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
  Changes in Internal Control
  
 Item 8B. Other Information
   41




---



##### Table of Contents



PART III
 
 Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act
 Directors and Executive Officers
  DirectorName
    
    Age
    
    Position
    
    SinceAlain Delongchamp 1
    
    
    48
    
    
    Chief Executive
Officer (Principal
Executive Officer)
and Director
    
    
    N/AJon Garfield 6
    
    
    43
    
    
    Secretary and Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
    
    
    N/AJohn S. Wehrle 2
    
    
    54
    
    
    Chairman of the
Board of Directors
    
    
    N/ARowland Day 3
    
    
    51
    
    
    Director
    
    
    2007Michael Elek 3
    
    
    45
    
    
    Director
    
    
    2007Gaddo Cardini 3
    
    
    62
    
    
    Director
    
    
    2007Hervé de Kergrohen 2
    
    
    49
    
    
    Director
    
    
    N/AAlexander Man-Kit Ngan 4
    
    
    56
    
    
    Director
    
    
    N/ANolan H. Sigal 2
    
    
    57
    
    
    Director
    
    
    N/ARichard A. Anderson 5
    
    
    37
    
    
    Director
    
    
    N/A
 
 1
    
    Resigned as Chief Executive Officer of Clearant effective January 25, 2007. Jon
Garfield has been appointed as the Chief Executive Officer of Clearant effective January
25, 2007.2
    
    Resigned as a member of the board of directors of Clearant effective April 26, 2007.3
    
    Appointed as a member of the board of directors of Clearant effective April 5, 2007.4
    
    Resigned as a member of the board of directors of Clearant effective January 16, 2007.5
    
    Resigned as a member of the board of directors of Clearant effective March 6, 2006.6
    
    Appointed Chief Executive officer of Clearant effective January 25, 2007 and currently
serves as both Chief Executive Officer as well as the Chief Financial Officer Jon Garfield
  42




---



##### Table of Contents



Rowland W. Day II
 Michael Elek
 Gaddo L.O. Cardini
 John S. Wehrle
 Alain Delongchamp
 Nolan H. Sigal, M.D., Ph.D.,
  43




---



##### Table of Contents



Hervé de Kergrohen, M.D.
 Alexander Man-Kit Ngan
 Richard A. Anderson
 Family Relationships
  Legal Proceedings
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
   44




---



##### Table of Contents



Corporate Governance and Nominating Committee
  Audit Committee
       45




---



##### Table of Contents



Independent Registered Public Accounting Firm
   46




---



##### Table of Contents



Item 10. Executive Compensation
  SUMMARY COMPENSATION TABLE
 Non-Equity
    
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All Otherprincipal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensationposition
    
    Year
    
    
    ($)
    
    
    ($)1
    
    
    ($)
    
    
    ($)2
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    Total ($)Alain Delongchamp,
    
    
    2006
    
    
    $
    350,000
    
    
    $
    
    
    
    $
    
    
    
    $
    0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    350,000Chief Executive
Officer3
    
    
    2005
    
    
    $
    331,244
    
    
    $
    60,000
    
    
    $
    
    
    
    $
    0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    391,244Jon Garfield,
    
    
    2006
    
    
    $
    240,000
    
    
    $
    
    
    
    $
    
    
    
    $
    0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    240,000Chief Financial
Officer4
    
    
    2005
    
    
    $
    90,000
    
    
    $
    25,000
    
    
    $
    
    
    
    $
    0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    115,000
 
 1
    
    Bonuses are based on performance. For more information, see Report of the
Compensation Committee on Executive Compensation.2
    
    All options were granted under the 2005 Stock Award Plan. The intrinsic value of the
options granted to Mr. Delongchamp and Mr. Garfield in 2006 and 2005 is $0.3
    
    Mr. Delongchamp was appointed as the Chief Executive Officer and Director in February
2005 and resigned in January 2007. Mr. Delongchamp was granted 900,000 and 150,000 stock
options for the years ended December 31, 2006 and 2005, respectively, for his role as Chief
Executive Officer. In connection with his services as a Director, Mr. Delongchamp received
$0.4
    
    Mr. Garfield joined Clearant, Inc. as the Chief Financial Officer in August 2005 and
was appointed as Chief Executive Officer in January 2007. Mr. Garfield was granted 550,000
and 200,000 stock options for the years ended December 31, 2006 and 2005, respectively, for
his role as Chief Financial Officer. Upon appointment as Chief Executive Officer, Mr.
Garfields employment agreement was extended for 3 years. Under the terms on the agreement
his salary was increased to $280,000 to be effective upon the Company raising capital, no
adjustment to his salary has been made to date. In addition, in April 2007 Mr. Garfield was
granted 400,000 stock options which vested immediately upon grant.  47




---



##### Table of Contents



Outstanding Equity Awards At Fiscal Year-End
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 OPTION AWARDS
    
    STOCK AWARDSEquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    Plan
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    Awards:
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    Number of
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    Unearned
    
    UnearnedNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    Number of
    
    Market Value
    
    Shares,
    
    Shares,Securities
    
    Securities
    
    Securities
    
    
    
    
    
    Shares
    
    of Shares
    
    Units or
    
    Units orUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    or Units
    
    or Units
    
    Other
    
    OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    of Stock
    
    of Stock
    
    Rights
    
    RightsOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Expiration
    
    That Have
    
    That Have
    
    That Have
    
    That HaveName
    
    Exercisable 1
    
    Unexercisable 2
    
    Options (#)
    
    Price ($)
    
    Date
    
    Not Vested (#)
    
    Not Vested ($)
    
    Not Vested (#)
    
    Not Vested (#)Alain
Delongchamp 3
    
    
    437,500
    
    
    
    1,012,500
    
    
    
    
    76,000 @ $0.60;
324,000 @ $2.80;
150,000 @ $4.12;
150,000 @ $1.64;
25,000 @ $1.12;
725,000 @ $0.91
    
    76,000 @ 7/22/12;
324,000 @ 2/1/14;
150,000 @ 7/1/15;
150,000 @ 1/27/16;
25,000 @ 4/14/16;
725,000 @ 5/1/16
    
    
    
    
    
    
    
    Jon Garfield
    
    
    50,000
    
    
    
    700,000
    
    
    
    
    200,000 @ $3.86;
    
    200,000 @ 8/30/15;
    
    
    
    
    
    
    
    25,000 @ $1.64;
25,000 @ $1.12;
500,000 @ $0.91
    
    25,000 @ 1/27/16;
25,000 @ 4/14/16;
500,000 @ 5/1/16
 
 1
    
    Represents shares that are vested and/or immediately exercisable. All option shares
were granted under either the 2000 or 2005 Stock Award Plan.2
    
    Represents shares that are unvested and not immediately exercisable.3
    
    Mr. Delongchamp was appointed as the Chief Executive Officer and Director in February
2005 and resigned in January 2007. As of May 11, 2007 Mr. Delongchamp has not exercised any
of his options and all of his options have expired.  48




---



##### Table of Contents



Compensation Of Directors
  2006 DIRECTOR COMPENSATION
 Non-EquityFees
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Non-Qualified
    
    
    AllEarned or
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Deferred
    
    
    OtherPaid in
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    CompensationName
    
    Cash ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    Total ($)John S.
Wehrle1
    
    $
    46,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    46,000Nolan H.
Sigal1
    
    $
    18,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    18,000Herve de
Kergrohen1
    
    $
    20,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    20,000Alexander Man-Kit
Ngan2
    
    $
    12,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,000Richard A.
Anderson3
    
    $
    2,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,000Rowland W. Day
II4
    
    $
    66,375
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    66,375Michael Elek4
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Gaddo
Cardini4
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 1
    
    Resigned as a member of the board of directors of Clearant effective April 26,
2007.2
    
    Resigned as a member of the board of directors of Clearant effective January 16,
2007. As of May 11, 2007 Mr. Ngan has not exercised any of his options and all of his options have
expired.3
    
    Resigned as a member of the board of directors of Clearant effective March 6, 2006.4
    
    Appointed as a member of the board of directors of Clearant effective April 5, 2007.  49




---



##### Table of Contents



Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 Equity Compensation Plans
  Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of securities
    
    
    
    
    
    
    for future issuanceto be issued upon
    
    
    
    
    
    
    under equityexercise of
    
    
    Weighted-average
    
    
    compensation plansoutstanding
    
    
    exercise price of
    
    
    (excluding securitiesoptions, warrants and
    
    
    outstanding options,
    
    
    reflected in columnrights
    
    
    warrants and rights
    
    
    (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    9,511,958
    
    
    $
    3.35
    
    
    
    2,488,652Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    $
    0.00
    
    
    
    0Total
    
    
    9,511,958
    
    
    $
    3.35
    
    
    
    2,488,652
  50




---



##### Table of Contents



Security Ownership of Certain Beneficial Owners and Management
  Amount andnature ofName and address of beneficial
    
    beneficial
    
    
    Percent ofowner1
    
    ownership1
    
    
    classTerren S. Peizer2
    
    
    16,615,441
    
    
    
    12.3
    %Rowland W. Day II3
    
    
    8,871,828
    
    
    
    6.6
    %Gaddo Lensi
Orlandi Cardini4
    
    
    4,000,000
    
    
    
    3.0
    %Jon M.
Garfield5
    
    
    2,591,666
    
    
    
    1.7
    %Nolan H.
Sigal6
    
    
    483,333
    
    
    
    0
    %Hervé
de Kergrohen7
    
    
    470,833
    
    
    
    0
    %John S.
Wehrle8
    
    
    433,333
    
    
    
    0
    %Alain
Delongchamp9
    
    
    0
    
    
    
    0
    %Alexander
Man-Kit Ngan9
    
    
    0
    
    
    
    0
    %Michael
Elek11
    
    
    0
    
    
    
    0
    %All directors and executive officers
as a group (4 persons)
    
    
    15,463,494
    
    
    
    11.5
    %
 
 1
    
    Applicable percentage ownership is based on 134,642,196 shares of Common Stock
outstanding at May 1, 2007. The number of shares of common stock owned are those
beneficially owned as determined under the rules of the SEC, including any shares of
common stock as to which a person has sole or shared voting or investment power and any
shares of common stock which the person has the right to acquire within sixty (60) days
through the exercise of any option, warrant or right. All addresses are c/o Clearant,
Inc., 11111 Santa Monica Boulevard, Suite 650, Los Angeles, California 90025, unless
otherwise noted.2
    
    Includes 524,000 options, 3,886,869 shares by Bowmore, LLC,
204,572 shares by Porfidio, LLC, and 12,000,000 shares to be
delivered to Advanced Technology Holdings, LLC pursuant to a share
exchange agreement. Excludes 250,000 shares by Reserva Capital, LLC
previously pledged as security for a loan as to which interest
payments have not been made. Mr. Peizers business address is
11150 Santa Monica Blvd., Suite 1500, Los Angeles, California 90025.3
    
    Includes 8,720,000 shares of Common Stock issued with the
private placement on April 3, 2007, as well as 151,828 shares
previously owned directly by Mr. Day, 3 Imperial Promenade, Suite
960, Santa Ana, CA 92707.4
    
    Includes 4,000,000 shares of Common Stock held of record by Loninton Enterprises,
Ltd. issued in connection with the private placement on April 3, 2007, directly or
indirectly owned by Mr. Cardini, 11111 Santa Monica Blvd, Suite 650, Los Angeles, CA 90025.  51




---



##### Table of Contents



5
    
    Includes 2,000,000 shares of Common Stock issued in connection with the private
placement on April 3, 2007, and outstanding options issued, vested and exercisable within
60 days of May 1, 2007 to purchase an aggregate 591,666 shares of Common Stock.6
    
    Includes outstanding options issued, vested and exercisable within 60 days of May
1, 2007 to purchase an aggregate 483,333 shares of Common Stock. Mr. Sigal resigned from
the board of directors, effective April 26, 2007.7
    
    Includes outstanding options issued, vested and exercisable within 60 days of May
1, 2007 to purchase an aggregate 470,833 shares of Common Stock. Mr. de Kergrohen resigned
from the board of directors, effective April 26, 2007.8
    
    Includes outstanding options issued, vested and exercisable within 60 days of May
1, 2007 to purchase an aggregate 433,333 shares of Common Stock. Mr. Wehrle resigned from
the board of directors, effective April 26, 2007.9
    
    Mr. Delongchamp resigned as Chief Executive Officer and from the board of
directors, effective January 2007.10
    
    Mr. Ngan resigned from the board of directors, effective January 16, 2007.11
    
    Excludes 6,000,000 shares beneficially owned by a family
member of Mr. Elek. Mr. Elek disclaims any controlling or beneficial
interest in such shares.  
 Item 12. Certain Relationships and Related Transactions
 Transactions with Related Persons
  Director Independence
   52




---



##### Table of Contents



Item 13: Exhibits
 No.
    
    Description2.1
    
    Merger Agreement and Plan of Reorganization, dated March 31, 2005, by and among
Clearant, Inc., Bliss Essentials Corp., and Thomas Gelfand, Howard Gelfand and Kathleen
Rufh(1)2.2
    
    Asset Purchase Agreement, dated March 31, 2005, by and among Clearant, Inc., Bliss
Essentials Corp., and Thomas Gelfand, Howard Gelfand and Kathleen Rufh(1)2.3
    
    Merger Agreement and Plan of Merger, dated June 30, 2005, by and between Clearant, Inc.
and CI Merger Corporation(2)3.1
    
    Certificate of Incorporation Clearant, Inc., a Delaware corporation(2)3.2
    
    Bylaws of Clearant, Inc., a Delaware corporation(2)4.1
    
    Specimen Common Stock Certificate(3)10.1*
    
    2005 Stock Award Plan(4)10.2
    
    Form of Subscription Agreement(1)10.3
    
    Form of Registration Rights Agreement(1)10.4
    
    Form of Warrant(5)10.5
    
    Securities Purchase Agreement, dated November 7, 2005(5)10.6
    
    Registration Rights Agreement, dated November 7, 2005(5)10.7
    
    Purchase Agreement, dated April 3, 2007(6)10.8
    
    Registration Rights Agreement, dated April 3, 2007(6)14.1
    
    Codes of Ethics(2)16.1
    
    Letter from former accountant BDO Seidman, LLP(3)23.1
    
    Consent of Singer Lewak Greenbaum & Goldstein LLP, Independent Registered Accounting Firm31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    The referenced exhibit is a compensatory contract, plan or arrangement.(1)
    
    Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on
April 4, 2005.(2)
    
    Incorporated by reference to our Proxy Statement on Form DEF14A for our annual
meeting of stockholders held on June 30, 2005, filed with the SEC on April 4, 2005.(3)
    
    Incorporated by reference to our Registration Statement on Form S-3, filed with
the SEC on November 23, 2005.(4) Incorporated by reference to Appendix F to our Proxy Statement on Form DEF14A for
our annual meeting of stockholders held on June 30, 2005, filed with the SEC on April 4, 2005.(5)
    
    Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on
November 10, 2005.(6)
    
    Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on
April 4, 2007.  53




---



##### Table of Contents



Item 14: Principal Accountant Fees and Services
 Audit Fees
  Fiscal Year
    
    
    Fiscal Year2006
    
    
    2005Audit Fees
    
    $
    141,746
    
    
    $
    44,815Audit-Related Fees
    
    $
    6,722
    
    
    $
    243,184Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    15,724
   Tax Fees
  All Other Fees
  Pre-Approval Policy for Audit Services
   54




---



##### Table of Contents



SIGNATURES
  CLEARANT, INC.By:
    /s/ JON GARFIELDJon Garfield, Chief Executive Officer andChief Financial Officer  Signature
    
    Title(s)
    
    Date/s/ JON GARFIELD

Jon Garfield
    
    Chief Executive Officer, Secretary and
Chief Financial Officer (Principal
Financial and Accounting Officer)
    
    May 17, 2007/s/ ROWLAND DAY

Rowland Day
    
    Director
    
    May 17, 2007/s/ MICHAEL ELEK

Michael Elek
    
    Director
    
    May 17, 2007Gaddo Cardini
    
    Director
    
    May 17, 2007
  55




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description2.1
    
    Merger Agreement and Plan of Reorganization, dated March 31, 2005, by and among
Clearant, Inc., Bliss Essentials Corp., and Thomas Gelfand, Howard Gelfand and Kathleen
Rufh(1)2.2
    
    Asset Purchase Agreement, dated March 31, 2005, by and among Clearant, Inc., Bliss
Essentials Corp., and Thomas Gelfand, Howard Gelfand and Kathleen Rufh(1)2.3
    
    Merger Agreement and Plan of Merger, dated June 30, 2005, by and between Clearant, Inc.
and CI Merger Corporation(2)3.1
    
    Certificate of Incorporation Clearant, Inc., a Delaware corporation(2)3.2
    
    Bylaws of Clearant, Inc., a Delaware corporation(2)4.1
    
    Specimen Common Stock Certificate(3)10.1*
    
    2005 Stock Award Plan(4)10.2
    
    Form of Subscription Agreement(1)10.3
    
    Form of Registration Rights Agreement(1)10.4
    
    Form of Warrant(5)10.5
    
    Securities Purchase Agreement, dated November 7, 2005(5)10.6
    
    Registration Rights Agreement, dated November 7, 2005(5)10.7
    
    Purchase Agreement, dated April 3, 2007(6)10.8
    
    Registration Rights Agreement, dated April 3, 2007(6)14.1
    
    Codes of Ethics(2)16.1
    
    Letter from former accountant BDO Seidman, LLP(3)23.1
    
    Consent of Singer Lewak Greenbaum & Goldstein LLP, Independent Registered Accounting Firm31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    The referenced exhibit is a compensatory contract, plan or arrangement.(1)
    
    Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on
April 4, 2005.(2)
    
    Incorporated by reference to our Proxy Statement on Form DEF14A for our annual
meeting of stockholders held on June 30, 2005, filed with the SEC on April 4, 2005.(3)
    
    Incorporated by reference to our Registration Statement on Form S-3, filed with
the SEC on November 23, 2005.(4)
    
    Incorporated by reference to Appendix F to our Proxy Statement on Form DEF14A for
our annual meeting of stockholders held on June 30, 2005, filed with the SEC on April 4, 2005.(5)
    
    Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on
November 10, 2005.(6)
    
    Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on
April 4, 2007.  56